0001877939False00018779392025-08-142025-08-14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2025
CASTELLUM, INC.
(Exact name of Registrant as specified in its charter)
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| Nevada |
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001-41526 |
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27-4079982 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1934 Old Gallows Road, Suite 350
Vienna, VA 22182
(Address of principal executive offices, including zip code)
(703) 752-6157
(Registrant’s telephone number, including area code)
Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13(c)). |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common stock, par value $0.0001 per share |
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CTM |
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NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
Item 8.01 Other Events
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ As previously announced on June 12, 2025 Castellum, Inc. (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors named on the signature pages thereto and other purchasers (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers in a public offering an aggregate of 4,166,667 units (the "Units" with each Unit consisting of one (1) share of common stock, par value $0.0001 ("Common Stock"), and one (1) warrant to purchase one share of Common Stock (the “Warrant”, or collectively, the "Warrants"), at a purchase price of $1.20 per Unit, for aggregate gross proceeds to the Company of approximately $5 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Offering”). Each Warrant is exercisable into shares of Common Stock at $1.22 and expired on August 12, 2025, subject to the terms and conditions set forth therein.
The Company announced today that Purchasers have exercised an aggregate of 3,673,666 Warrants that are exercisable into 3,673,666 shares of Common Stock for total gross proceeds of $4,481,873. Pursuant to the terms of the placement agency agreement dated as of June 12, 2025 with Maxim Group LLC (“Maxim”), who acted as the exclusive lead placement agent in connection with the Offering, the Company has agreed to pay Maxim a cash fee equal to 3.5% of the aggregate proceeds from the exercise of the Warrants, which totals $156, 866.
On August 14, 2025, the Company issued a press release announcing the aggregate Warrant exercises described in this Item 8.01. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
Exhibit Title |
| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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CASTELLUM, INC. |
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| Date: August 15, 2025 |
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By: |
/s/ Glen R. Ives |
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Name: |
Glen R. Ives |
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Title: |
Chief Executive Officer (Principal Executive Officer) |
EX-99.1
2
exhibit991august142025.htm
EX-99.1
Document
Castellum, Inc. Announces Aggregate Warrant Exercises Raising Additional Proceeds of Approximately $4.5 Million
VIENNA, Va., Aug. 14, 2025 (GLOBE NEWSWIRE) -- Castellum, Inc. (NYSE-American: CTM) (“Castellum” or “CTM”), a cybersecurity, electronic warfare, and software engineering services company focused on the federal government, announced today that following CTM’s June 12, 2025 public offering of 4,166,667 units (each unit consisting of one share of common stock and one warrant with an exercise price of $1.22 that would expire on August 12, 2025), investors have exercised an aggregate of 3,673,666 warrants for total gross proceeds of $4,481,873.
“This impressive expression of investor confidence in Castellum and our business plan will, with our continued focus and resolve, allow us to continue to invest in more growth initiatives,” said David Bell, Chief Financial Officer of Castellum.
“We are pleased to have raised another $4.5 million at $1.22 per share,” said Glen Ives, President and CEO of Castellum. “This new capital further strengthens our already solid balance sheet and positions us to finish 2025 with powerful momentum going into 2026.”
About Castellum, Inc. (NYSE-American: CTM):
Castellum, Inc. (NYSE-American: CTM) is a cybersecurity, electronic warfare, and software engineering services company focused on the federal government - https://castellumus.com/.
Cautionary Statement Concerning Forward-Looking Statements:
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent the Company’s expectations or beliefs concerning future events and can generally be identified by the use of statements that include words such as “estimate,” “project,” “believe,” “anticipate,” “shooting to,” “intend,” “plan,” “foresee,” “likely,” “will,” “would,” “appears,” “goal,” “target” or similar words or phrases. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations for revenue growth and new customer opportunities, improvements to cost structure, and profitability. Forward-looking statements include, but are not limited to, statements regarding the Company’s expectations for revenue growth and new customer opportunities, including opportunities arising from its contracts, improvements to cost structure, and profitability.
These forward-looking statements are subject to risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to differ materially from the results expressed or implied in the forward-looking statements, including, among others: the Company’s ability to compete against new and existing competitors; its ability to effectively integrate and grow its acquired companies; its ability to identify additional acquisition targets and close additional acquisitions; the impact on the Company’s revenue due to a delay in the U.S. Congress approving a federal budget, operating under a prolonged continuing resolution, government shutdown, or breach of the debt ceiling, as well as the imposition by the U.S. government of sequestration in the absence of an approved budget; the ability of the U.S. federal government to unilaterally cancel a contract with or without cause, and more specifically, the potential impact of the U.S. DOGE Service Temporary Organization on government spending and terminating contracts for convenience. For a more detailed description of these and other risk factors, please refer to the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (“SEC”) which can be viewed at www.sec.gov. All forward-looking statements are inherently uncertain, based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. The Company expressly disclaims any intent or obligation to update any of the forward-looking statements made in this release or in any of its SEC filings except as may be otherwise stated by the Company.
Contact:
Glen Ives
President and Chief Executive Officer
Phone: (703) 752-6157
info@castellumus.com
https://castellumus.com
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/4e59c078-9356-43d0-afca-d92a40b04f8d